No.____________ _________ Warrants
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No.____________
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_________
Warrants
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VOID IF
NOT EXERCISED PRIOR TO 5:00 P.M. _____________ TIME
______________,
2014
CUSIP
____________
WARRANT
THIS
CERTIFIES THAT, for value received _____ is the registered holder of a Warrant
or Warrants expiring ____, 2014 (the “Warrant”), issued as part of a Unit
consisting of one (1) share of common stock, par value $.001 per share and one
(1) warrant (the “Warrant") of Andatee China Marine Fuel Services Corporation, a
Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate.
Each
Warrant entitles the holder to purchase one (1) share of Common Stock for $___
per share, subject to adjustment. Each Warrant entitles the holder thereof to
purchase from the Company, commencing on the date that this Warrant is
separately transferable from the Unit as determined by Newbridge Securities
Corporation one (1) share of Common Stock at the price of $___ per share, upon
surrender of this Warrant Certificate and payment of the Warrant Price at the
office or agency of the Warrant Agent, Continental Stock Transfer & Trust
Company (such payment to be made by check made payable to the Warrant Agent),
but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer. The Warrant Agreement
provides that upon the occurrence of certain events the Warrant Price and the
number of Warrant Shares purchasable hereunder, set forth on the face hereof,
may, subject to certain conditions, be adjusted. The term Warrant Price as used
in this Warrant Certificate refers to the price per share at which shares may be
purchased at the time the Warrant is exercised.
No
fraction of a share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a share upon any
exercise of a Warrant, the Company shall, upon such exercise, pay to the holder
cash in an amount equal to the fair market value of such fractional
interest.
Upon any
exercise of the Warrant for less than the total number of full shares provided
for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of
shares for which the Warrant has not been exercised.
Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.
Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. This Warrant does not entitle the registered
holder to any of the rights of a stockholder of the Company.
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By:
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Name:
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Chief
Executive Officer
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Secretary
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2
SUBSCRIPTION
FORM
To Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise ___________
Warrants represented by this Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of
(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and be
delivered to
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrant be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
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Dated:
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(SIGNATURE)
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(ADDRESS)
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(TAX
IDENTIFICATION
NUMBER)
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3
ASSIGNMENT
To Be
Executed by the Registered Holder in Order to Assign Warrants
For Value
Received, _______________________ hereby sell, assign, and transfer unto
___________________________________________________________________________________
(PLEASE TYPE OR
PRINT
NAME AND ADDRESS)
(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
and be delivered to ________________________________________________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS)
_____________________ of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitute and
appoint ___________ Attorney to transfer this Warrant Certificate on the books
of the Company, with full power of substitution in the
premises.
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Dated:
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(SIGNATURE)
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THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.
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